
MICROCAP STOCKS:
INVESTORS GUIDE
Information is the investor's best tool
when it comes to investing wisely. Since many companies do not
file with the SEC, accurate information about microcap
stocks (low-priced stocks issued by the smallest of companies)
may be difficult to find. . When reliable information is scarce,
fraudsters can spread false information about companies.
WHAT IS A MICROCAP STOCK?
The term microcap
stock applies to companies with low capitalizations,
meaning the total value of the company's stock. Microcap
companies typically have limited assets. For example, in cases
where the SEC suspended trading in microcap stocks, the average
company had only $6 million in net tangible assets — and
nearly half had less than $1.25 million. Microcap stocks tend to
be low priced and trade in low volumes.
WHERE DO MICROCAP STOCKS
TRADE?
Many microcap stocks trade in the
over-the-counter (OTC) market and are quoted on:
OTC Bulletin
Board
The OTCBB is an electronic system that displays real-time
quotes, last-sale prices, and volume for many OTC securities
that are not listed on the Nasdaq Stock Market or a national
securities exchange.
Although the NASD oversees the OTCBB, the OTCBB is not
part of the Nasdaq Stock Market. Fraudsters often claim that
an OTCBB company is a Nasdaq company to mislead investors that
the company is bigger than it is.
The Pink Sheets
The Pink Sheets, named for the color of paper on which
they've been printed, are listings of price quotes for
companies that trade in the OTC market. A company named
Pink Sheets LLC, formerly the National Quotation Bureau,
publishes the pink sheets in hard copy and electronic format.
Pink Sheets LLC is not registered with the SEC as a stock
exchange, nor does the SEC regulate it.
HOW ARE MICROCAP STOCKS
DIFFERENT THAN OTHER STOCKS?
Lack of Public
Information
The biggest difference is the amount of reliable
available information about the company. Larger public
companies file with the SEC. Professional stock analysts
research larger public companies and it's easy to find their
stock prices in the newspaper. Information about microcap
companies can be extremely difficult to find, making them more
vulnerable to investment fraud schemes.
No Minimum Listing Standards
Companies that trade their stocks on major exchanges
and in the Nasdaq Stock Market must meet minimum listing
standards. For example, they must have minimum amounts of net
assets and minimum numbers of shareholders. In contrast,
companies on the OTCBB or the Pink Sheets do not have to meet
any minimum standards.
Investment Risk
While all investments involve risk, microcap stocks are
among the most risky. Many microcap companies tend to be new
and have no proven track record. Some of these companies have
no assets or operations. Others have products and services
that are still in development or have yet to be tested in the
market. Another risk that pertains to microcap stocks involves
the low volumes of trades.
HOW DO I GET INFORMATION ON
MICROCAP COMPANIES?
If you're working with a broker or an
investment adviser, you can ask to get written
information about the company. Read the prospectus and the
company's latest financial reports. Unsolicited
e-mails, message boards, and news releases should not be used as the sole basis for
decisions.
You can also get information on your own from these sources:
From the company
Ask the
company if it is registered with the SEC and files reports. If the company is small and unknown to most people,
you should also call your state securities regulator to get
information about the company, its management, and the
brokers or promoters.
From the SEC
A great
many companies must file their reports with the SEC. Using
the EDGAR
database, you can find out whether a company files with the
SEC and get any reports in which you're interested. For
companies that do not file on EDGAR, check with the SEC to see
if the company has filed an
offering circular under Reg A.
From your state securities regulator
We strongly urge you to contact your state securities
regulator to find out whether they have information about a
company and the people behind it. Even though the company does not
have to register its securities with the SEC, it may have to
register them with your state. Your regulator will tell you
whether the company has been legally cleared to sell
securities in your state.
From other government regulators
Many companies, such as banks, do not have to file reports
with the SEC. But banks must file updated financial
information with their banking regulators. Visit the Federal
Reserve,
the Office of the Comptroller of the Currency
,
or the Federal Deposit Insurance Corporation.
From reference books and commercial
databases
We have a large investment
book store with tons of references on investing.
You can also visit your local public library or
the nearest law or business school library. You can access commercial databases for more
information about the company's history, management,
products, revenues, and credit ratings.
The Secretary of State Where the Company
Is Incorporated
Contact the secretary of
state where the company is incorporated to find out whether
the company is a corporation in good standing. You may also
be able to obtain copies of the company's incorporation
papers and any annual reports it files with the state.